SEC Form 4 · accession 0001209191-18-039744
Shake Shack Inc. · SHAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonathan D Sokoloff
Director · 10% Owner
Period of report
Jun 25, 2018
Accepted (ET)
Jun 27, 2018 · 8:23 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001620533
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2,F3 | Jun 25, 2018 | C | 403,376 | $0.00 | A | 1,704,866 | I | See footnote |
| Class A Common StockF4 | holding | — | — | — | 1,032 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF9,F10,F11,F12,F8 | — | Jun 25, 2018 | C | 403,376 | D | — | — | Class A Common Stock | 403,376 | 1,939,711 | I |
| Employee Stock Option (right to buy)F6,F5 | $34.62 | holding | — | — | — | May 19, 2017 | May 19, 2026 | Class A Common Stock | 2,003 | 10,254 | D |
| Employee Stock Option (right to buy)F6,F7 | $21.00 | holding | — | — | — | Jan 29, 2016 | Jan 29, 2025 | Class A Common Stock | 8,251 | 10,254 | D |
Explanation of responses
- F1Represents shares of Class A common stock, par value $0.001 per share ("A-Common") issued to Green Equity Investors VI, L.P. ("GEI VI") and LGP Malted Coinvest LLC ("Malted"). The shares were issued in exchange for an equivalent number of shares of Class B common stock, par value $0.001 per share ("B-Common") of the Issuer and limited liability company interests (the "LLC Interests") of SSE Holdings, LLC, pursuant to the exchange right described in note 8 to this Form 4. Of the newly-issued shares of A-Common reported in this row, 375,937 were issued to GEI VI, and 27,439 were issued to Malted.
- F10Not applicable.
- F11Represents shares of B-Common owned by GEI VI and Malted. Of the shares of B-Common reported on this row, 1,807,761 are owned by GEI VI and 131,950 are owned by Malted.
- F12Mr. Sokoloff directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests. Mr. Sokoloff disclaims beneficial ownership of the Equity Interests held by each of GEI VI, GEI Side VI, and Malted except to the extent of his pecuniary interest in GEI VI and GEI Side VI, and this report shall not otherwise be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F2Represents shares owned by GEI VI, Green Equity Investors Side VI, L.P. ("GEI Side VI"), and Malted. Of the shares of A-Common reported, 375,937 are owned by GEI VI, 1,301,490 are owned by GEI Side VI, and 27,439 are owned by Malted. GEI VI's, GEI Side VI's, and Malted's A-Common, together with GEI VI's and Malted's B-Common and LLC Interests, are collectively referred to herein as the "Equity Interests."
- F3Mr. Sokoloff directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the shares owned by GEI VI, GEI Side VI, and Malted. Mr. Sokoloff disclaims beneficial ownership of the shares owned by each of GEI VI, GEI Side VI, and Malted, except to the extent of his pecuniary interest in GEI VI and GEI Side VI, and this report shall not otherwise be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F4Represents shares of Class A common stock, par value $0.001 per share ("A-Common") of the Issuer underlying restricted stock units awarded to the reporting person pursuant to the Issuer's 2015 Incentive Award Plan, as amended, and the Issuer's Non-Employee Director Compensation Policy on June 12, 2018 and June 12, 2017. The restricted stock units represent the right to receive shares of A-Common, subject to the reporting person's continued service with the Issuer. Of the 1,032 shares of A-Common reported, 642 vested on June 12, 2018 and 390 will vest on June 12, 2019.
- F5These options vested on May 19, 2017.
- F6The options reported on this row were granted in respect of Mr. Sokoloff's service on the Issuer's board of directors and are held by Mr. Sokoloff for the benefit of Leonard Green & Partners, L.P. Of the 10,254 options reported, 8,251 vested on January 29, 2016 and 2,003 vested on May 19, 2017.
- F7These options vested on January 29, 2016.
- F8Pursuant to the terms of the Amended and Restated Certificate of Incorporation of the Issuer, shares of B-Common can be paired with LLC Interests on a one-to-one basis and tendered to the Issuer in exchange for shares of A-Common (or cash, at the Issuer's election).
- F9Represents shares paired with LLC Interests on a one-to-one basis by GEI VI and Malted and exchanged for shares of A-Common. Of the shares of reported in this row, 375,937 were issued to GEI VI, and 27,439 were issued to Malted.